| SUBSEQUENT EVENTS |
15.
SUBSEQUENT EVENTS
Subsequent
to May 31, 2025 through to filing date,
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Company issued 800,000,000 common shares pursuant to a share purchase agreement for gross
proceeds of $736,000, issuance costs of $40,611 and net proceeds of $695,389. |
| — | The
Company issued 500,000,000 shares to a lender to settle $575,000 in principal pursuant to
exchange agreements with the lender. |
| — | on
June 11, 2025 the Company entered into an Equity Financing Agreement whereby an investor
shall invest up to $30,000,000 over the course of twenty four (24) month at a purchase price
of eighty percent (80%) of the lowest trade price in the 9 day preceding period. If the average
Closing Price for the Common Stock during the three (3) trading days preceding a purchase
is equal to or greater than one cent ($.01) per share, the applicable purchase price shall
equal eighty five percent (85%) of the lowest trade price in the 9 day preceding period.
Following an up-list to the NASDAQ or an equivalent national exchange by the Company, the
purchase price shall equal ninety percent (90%) of the lowest Volume Weighted Average Price
(“VWAP”) for the Common Stock during the 9 day preceding period subject to a
floor of $2.00 per share, below which the Company shall not be required to sell shares. In
conjunction with the above agreement, the Company entered into a Registration Rights Agreement.
On June 16, 2025 the parties cancelled these agreements. |
| — | on
June 16, 2025 the Company entered into a new Equity Financing Agreement whereby another investor
shall invest up to $30,000,000 over the course of twenty four (24) month at a purchase price
of eighty percent (80%) of the lowest trade price in the 9 day preceding period. If the average
Closing Price for the Common Stock during the three (3) trading days preceding a purchase
is equal to or greater than one cent ($.01) per share, the applicable purchase price shall
equal eighty five percent (85%) of the lowest trade price in the 9 day preceding period.
Following an up-list to the NASDAQ or an equivalent national exchange by the Company, the
purchase price shall equal ninety percent (90%) of the lowest Volume Weighted Average Price
(“VWAP”) for the Common Stock during the 9 day preceding period subject to a
floor of $2.00 per share, below which the Company shall not be required to sell shares. In
conjunction with the above agreement, the Company entered into a Registration Rights Agreement. |
| — | A
settlement agreement entered into with a lender (see Note 11 (13) whereby the Company would
pay $420,000 to fully settle outstanding principal and interest of $4,790,185) was subject
to court approval which was granted on June 5, 2025. The Company and the estate of the lender
have modified the remaining payment schedule. The Company repaid $150,000 in June and will
repay the $220,000 remaining balance by August 9, 2025. Upon settlement in August, the Company
will record a gain on settlement of debt of $4,370,185. |
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